-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HxOHDDsLbsXuTj5qD7s1+L2yXVE6mSXLFatyJheECceVDkDG1Dh+l06/FEr7LbMW 9kpFa/Z/sqffxUJg34urXg== 0000906387-96-000052.txt : 19961028 0000906387-96-000052.hdr.sgml : 19961028 ACCESSION NUMBER: 0000906387-96-000052 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961025 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EA INDUSTRIES INC /NJ/ CENTRAL INDEX KEY: 0000313096 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 210606484 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34501 FILM NUMBER: 96647827 BUSINESS ADDRESS: STREET 1: 185 MONMOUTH PKWY CITY: WEST LONG BRANCH STATE: NJ ZIP: 07764-9989 BUSINESS PHONE: 9082291100 MAIL ADDRESS: STREET 1: 185 MONMOUTH PARKWAY CITY: WEST LONG BRANCH STATE: NJ ZIP: 07764-9989 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC ASSOCIATES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAC CAPITAL ADVISORS LLC CENTRAL INDEX KEY: 0001018103 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 777 LONG RIDGE ROAD CITY: STANDFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2036142000 MAIL ADDRESS: STREET 1: 777 LONG RIDGE ROAD CITY: STANFORD STATE: CT ZIP: 06902 SC 13D/A 1 OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response. . . . 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) EA Industries, Inc. (Name of Issuer) Common Stock, No Par Value Per Share (Title of Class of Securities) 26822P105 (CUSIP Number) Steven A. Cohen, 777 Long Ridge Road, Stamford, Connecticut 06902(203) 614-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 23, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 26822P105 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven A. Cohen 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 663,100 8 SHARED VOTING POWER 257,700 9 SOLE DISPOSITIVE POWER 663,100 10 SHARED DISPOSITIVE POWER 257,700 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 920,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.83% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 26822P105 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON S.A.C. Capital Advisors, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER None 8 SHARED VOTING POWER 257,700 9 SOLE DISPOSITIVE POWER None 10 SHARED DISPOSITIVE POWER 257,700 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 257,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.35% 14 TYPE OF REPORTING PERSON* OO Item 1. Security and Issuer The Schedule 13D, dated October 15, 1996, by Steven A. Cohen ("Cohen") and S.A.C. Capital Advisors, LLC, a Delaware limited liability company ("SAC Advisors" and, together with Cohen, the "Reporting Persons"), relating to the shares of common stock, no par value per share (the "Shares") of EA Industries, Inc., a New Jersey corporation (the "Company"), with its principal executive offices located at 185 Monmouth Parkway, West Long Branch, New Jersey 07764-9989, is hereby amended as set forth below. Item 2. Identity and Background No amendment. Item 3. Source and Amount of Funds or Other Consideration The aggregate amount of funds (including commissions) required by the Reporting Persons to purchase the Shares owned beneficially by them was as follows: Steven A. Cohen $ 1,959,521 SAC Advisors $ 3,487,636 The Shares beneficially owned by SAC Advisors are directly owned by S.A.C. Capital Associates, LLC, an Anguillan limited liability company ("SAC Associates"). SAC Associates is not listed as a Reporting Person on this Schedule 13D because all voting power and investment power (as defined in Rule 13d-3) has been vested with SAC Advisors pursuant to an Investment Management Agreement between SAC Advisors and SAC Associates entered into as of January 2, 1996. All funds used by SAC Advisors to purchase the Shares directly owned by SAC Associates were derived from SAC Associates' working capital and all funds used by Cohen to purchase the shares directly owned by him were derived from personal funds. Such funds may include margin debt incurred from time to time in the ordinary course of business pursuant to customary margin agreements with Spear, Leeds & Kellogg. Item 4. Purpose of Transaction No amendment. Item 5. Interest in Securities of the Issuer (a) The Reporting Persons beneficially own 920,800 Shares representing 4.83% of the 19,080,510 Shares reported by the Company as outstanding as of June 29, 1996. (b) No amendment. (c) Except as set forth in Annex 1 hereto, no transactions in Shares were effected since October 16, 1996, the date through which transactions were disclosed in the Schedule 13D dated October 15, 1996. (d) No amendment. (e) The Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares on October 23, 1996. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer No amendment. Item 7. Material to be Filed as Exhibits No exhibits are required to be filed. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: October 24, 1996 /s/ STEVEN COHEN - ----------------------- Steven A. Cohen S.A.C. Capital Advisors, LLC By: /s/ STEVEN A. COHEN ----------------------- Steven A. Cohen, its Managing Member ANNEX 1 Transactions by Reporting Persons in Common Stock of EA Industries, Inc., Inc. since October 16, 1996 Number of Average Price Trade Date Shares Sold (1) per Share (2) - ---------- --------------- ------------- Steven A. Cohen None SAC Advisors October 17, 1996 30,000 1.750 October 17, 1996 14,700 1.750 October 18, 1996 5,100 1.625 October 21, 1996 50,000 1.500 October 23, 1996 52,000 1.375 October 23, 1996 11,000 1.500 October 24, 1996 25,000 1.375 October 24, 1996 5,000 1.500 (1) All transactions were effected by SAC Advisors directly on the New York Stock Exchange, or through broker-transactions on the New York Stock Exchange or otherwise. (2) Prices exclude commission. -----END PRIVACY-ENHANCED MESSAGE-----